<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14( ) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.142-12
AMERON INTERNATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JOAN HAGUE
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(I)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(4)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
---------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
AMERON INTERNATIONAL CORPORATION
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To The Stockholders:
The Annual Meeting of Stockholders of Ameron International Corporation, a
Delaware corporation (the "Company") will be held at The Pasadena Hilton Hotel,
150 South Los Robles Ave., Pasadena, California, on Wednesday, March 25, 1998 at
10:00 a.m. for the following purposes:
1. To elect three directors to hold office for a term of three years, or
until their successors are elected and qualified.
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants of the Company for fiscal year 1998.
3. To approve the Key Executive Long-Term Cash Incentive Plan.
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed February 10, 1998 as the record date for the
determination of Stockholders entitled to vote at this meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
Holders of a majority of the outstanding voting shares of the Company must be
present either in person or by proxy in order for the meeting to be held.
Whether or not you expect to attend the Annual Meeting, your proxy vote is
important.
PLEASE SIGN AND RETURN YOUR PROXY PROMPTLY. A return envelope, requiring no
postage if mailed in the United States, is enclosed for your convenience in
replying.
If you are a stockholder of record and plan to attend the meeting, please check
your proxy card in the space provided. If your shares are not registered in your
name, please advise the stockholder of record (your broker, bank, etc.) that you
wish to attend. That firm will provide you with evidence of ownership which will
admit you to the meeting.
JAVIER SOLIS
SECRETARY
FEBRUARY 25, 1998
<PAGE>
AMERON INTERNATIONAL CORPORATION
CORPORATE OFFICES: 245 SOUTH LOS ROBLES AVE., PASADENA, CALIFORNIA 91101
FEBRUARY 25, 1998
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders of Ameron International
Corporation (the "Company") to be held at the time and place and for the
purposes set forth in the foregoing Notice of Annual Meeting of Stockholders.
This proxy statement and the proxy card included herewith were first sent to
Stockholders on or about February 25, 1998. The solicitation is made on behalf
of the Company by its Board of Directors and the cost of solicitation will be
borne by the Company.
Please sign, date and return the enclosed proxy card to ensure that your shares
are voted. The proxy may be revoked at any time prior to exercise thereof but if
not revoked will be voted. A proxy can be revoked by filing with the Secretary
either an instrument revoking the proxy or a duly executed proxy bearing a later
date, or by attending the Annual Meeting and voting in person. Each proxy will
be voted as instructed, and if no instruction is given will be voted FOR the
election of the three nominees for directors named below, FOR the ratification
of the appointment of Arthur Andersen LLP as independent public accountants of
the Company and FOR the approval of the Key Executive Long-Term Cash Incentive
Plan. The named proxies may vote in their discretion upon such other matters as
may properly come before the meeting.
The record date for the determination of Stockholders entitled to vote at the
Annual Meeting is February 10, 1998. On such date, there were issued,
outstanding and entitled to vote at the Annual Meeting, 4,006,362 shares of
Common Stock of the Company (the "Common Stock"). Every stockholder is entitled
to one vote for each share of Common Stock registered in his or her name at the
close of business on the record date, except that Stockholders may cumulate
their votes in the election of Directors. See "Election of Directors." Common
Stock is the only class of voting stock outstanding.
Assuming a quorum is present in person or by proxy at the meeting, with respect
to the election of directors, the three nominees receiving the greatest number
of votes cast will be elected directors. The affirmative vote of the holders of
a majority of the shares of Common Stock represented at the Annual Meeting is
necessary for the ratification of the appointment of Arthur Andersen LLP as
independent public accountants of the Company for fiscal year 1998 and for the
approval of the Key Executive Long-Term Cash Incentive Plan.
For purposes of determining whether a matter has received a majority vote,
abstentions will be included in the vote totals, with the result that an
abstention has the same effect as a negative vote. In instances where brokers
are prohibited from exercising discretionary authority for beneficial owners who
have not returned a proxy (so-called "broker nonvotes"),those shares will not be
included in the vote totals and therefore will have no effect on the vote.
<PAGE>
ELECTION OF DIRECTORS
(PROXY ITEM 1)
As of the date of this Proxy Statement, the Bylaws of the Company provide for a
Board of Directors composed of ten (10) directors. However, as a result of the
decision of Director van Vlissingen not to stand for re-election for personal
reasons, the Board of Directors has taken action to amend the Bylaws effective
on the date of the Annual Meeting of Stockholders to provide for a Board of
Directors composed of nine (9) directors, divided into three classes. Three
Class III directors are to be elected at the 1998 Annual Meeting. J. Michael
Hagan was elected to his present term of office as a Class III director at the
Company's 1995 Annual Meeting of Stockholders. Alan L. Ockene was elected to his
present term of office as a Class III director at the Company's 1996 Annual
Meeting of Stockholders. Terry L. Haines was elected to his present term of
office as a Class II director at the Company's 1997 Annual Meeting of
Stockholders and will become a Class III director upon his election at the
upcoming Annual Meeting of Stockholders. Class III directors will hold office
until the Annual Meeting of Stockholders in the year 2001 or until their
respective successors have been elected and qualified. All of the nominees have
consented to being named herein and to serve if elected. In the event that any
of the nominees should become unavailable prior to the Annual Meeting, proxies
in the enclosed form will be voted for a substitute nominee or nominees
designated by the Board of Directors or, the Board at its option, may reduce the
number of directors to constitute the entire Board.
Stockholders have cumulative voting rights with respect to the election of
directors. Cumulative voting rights entitle a stockholder to give one nominee as
many votes as is equal to the number of directors to be elected, multiplied by
the number of shares owned by the stockholder, or to distribute such votes to
one or more nominees, as the stockholder determines. Unless you indicate
otherwise on the proxy card, if you vote "FOR" all nominees, the proxies will
allocate your votes equally among the nominees listed above; if you withhold
authority to vote for any nominee or nominees, the proxies will allocate your
votes equally among the nominees listed above except those for whom you withhold
authority to vote.
The following information, which has been provided to the Company by the
Directors, shows for each of the nominees for director and for each director
whose term continues, principal occupation and business experience during the
past five years and other affiliations.
1998 NOMINEES FOR DIRECTOR
J. MICHAEL HAGAN. Chairman of the Board and Chief Executive Officer of Furon
Company. Age 58. He has been a director of the Company since 1994.
TERRY L. HAINES. President & Chief Executive Officer of A. Schulman, Inc.
Director of First Merit Corp. and First National Bank of Ohio. Age 51. He has
been a director of the Company since 1997.
ALAN L. OCKENE. Retired President and Chief Executive Officer, General Tire,
Inc. and a member of the Executive Board of Directors of Continental AG of
Hanover, Germany, General Tire's parent company, since 1991. Formerly Vice
President, Latin America, Caribbean, Europe & Africa for Goodyear Tire & Rubber
Company. Director of A. Schulman,Inc. Age 66. He has been a director of the
Company since 1995.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AND
THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS THE STOCKHOLDER SPECIFIES
OTHERWISE.
2
<PAGE>
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE 1999 ANNUAL MEETING
STEPHEN W. FOSS. Chairman, President and Chief Executive Officer, Foss
Manufacturing Company, Inc. Chairman of the New Hampshire Port Authority.
Director of Tyco International, Ltd. Age 55. He has been a director of the
Company since 1995.
JAMES S. MARLEN. Chairman of the Board of the Company since January 1995,
President and Chief Executive Officer since June 1993. Formerly Vice President
GenCorp. Inc. and President, GenCorp Polymer Products since 1988. Director of A.
Schulman, Inc. Mr. Marlen is also Director, Los Angeles Chamber of Commerce, Los
Angeles Sports Council, The Employers Group of California and a member of the
Board of Governors, Town Hall of Los Angeles. He is also a member of the Board
of Visitors at The Anderson Graduate School of Management at UCLA. Mr. Marlen is
a Distinguished Engineering Fellow of the University of Alabama. In February
1998, he was inducted into the State of Alabama Engineering Hall of Fame. Age
56. He has been a director of the Company since 1993.
DAVID L. SLINEY. President of Lamco Ventures, L.L.C. since 1997. Retired, Vice
President, Marketing of Monsanto Co. Director of Age Wave Health Services, Inc.
Age 61. He has been a director of the Company since 1997.
CONTINUING DIRECTORS WHOSE TERMS EXPIRE AT THE ANNUAL MEETING
IN THE YEAR 2000
A. FREDERICK GERSTELL. Chairman of the Board and Chief Executive Officer of
CalMat Co. Age 60. He has been a director of the Company since 1995.
JOHN F. KING. President & Chief Executive Officer of Weingart Center Association
since 1996. Formerly Chairman of the Board and Chief Executive Officer, World
Trade Bank. Director of Glendale Federal Bank. Age 64. He has been a director of
the Company since 1986.
RICHARD J. PEARSON. Chairman of Chachies Foods. Retired President and Chief
Operating Officer, Avery Dennison. Director of Ducommun, Inc., M&R Printing
Equipment, Northstar Capital, Magnet, Inc. and Atol Holdings. Age 72. He has
been a director of the Company since 1981.
THE BOARD AND ITS COMMITTEES
The Board has standing committees, with duties and with 1997 membership and
number of meetings for each as shown below. In addition to the membership shown,
James S. Marlen is an ex-officio member of all committees; however, he does not
vote in the actions of the Compensation & Stock Option Committee (nor the Board
of Directors) with respect to stock options or matters pertaining to his own
compensation.
<TABLE>
<S> <C>
AUDIT COMMITTEE Two meetings held during 1997
MEMBERS:
John F. King, Chairman
J. Michael Hagan
David L. Sliney
F. H. Fentener van Vlissingen*
FUNCTIONS of the Audit Committee, all of whose actions are subject to approval by
the Board, are: Approve selection of independent public accountants; review and
approve accounting principles, policies, and practices; scope of annual audit and
audit arrangements; results of annual audit and the content and form of financial
reports to be included in the Annual Report to Stockholders; and suggestions for
improvements in accounting procedures and internal controls made by independent
public accountants after completion of the annual audits.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
COMPENSATION & STOCK OPTION COMMITTEE Three meetings held during 1997
MEMBERS:
A. Frederick Gerstell, Chairman
Stephen W. Foss
Alan L. Ockene
Richard J. Pearson
FUNCTIONS of the Compensation & Stock Option Committee, all of whose actions are
subject to approval by the Board, are: Review and approve salary ranges for top
managerial and executive positions; approve salary rates for corporate officers
and recommend salary rates for the Chief Executive Officer and President; approve
management incentive compensation and long-term incentive plans and top
management awards thereunder and any contingent compensation plans of the
Company; fix total incentive compensation appropriation annually; administer
stock compensation plans and make stock option grants and awards thereunder.
EXECUTIVE COMMITTEE No meetings held during 1997
MEMBERS:
James S. Marlen, Chairman
Stephen W. Foss
A. Frederick Gerstell
Alan L. Ockene
Richard J. Pearson
FUNCTIONS of the Executive Committee, all of whose actions are subject to approval
by the Board, are: Exercise, between meetings of the Board and while the Board is
not in session, those duties of the Board of Directors in the management of the
business of the Company which may lawfully be delegated to it by the Board.
FINANCE COMMITTEE One meeting held during 1997
MEMBERS:
J. Michael Hagan, Chairman
Stephen W. Foss
Terry L. Haines
John F. King
F. H. Fentener van Vlissingen*
FUNCTIONS of the Finance Committee, all of whose actions are subject to approval by
the Board, are: Review financing policies and programs and consider their effect
on the financial position of the Company; review policies, plans and performance
of pension fund investments.
NOMINATING COMMITTEE One Meeting held during 1997
MEMBERS:
Richard J. Pearson, Chairman
John F. King
James S. Marlen
FUNCTIONS of the Nominating Committee, all of whose actions are subject to approval
by the Board, are: Recommend total size of Board, personal qualifications for
membership, and tenure of directorship; review qualifications of candidates for
directorship; obtain, review, and recommend candidates to fill vacancies. The
Committee will consider nominees recommended by Stockholders whose com-
munications can be addressed to the Nominating Committee, c/o the Secretary of
the Company.
</TABLE>
- ------------------------
*Mr. van Vlissingen, who has served as a director since 1972, has decided not to
stand for re-election for personal reasons.
4
<PAGE>
The Board of Directors met a total of 5 times in 1997 and all directors, except
F. H. Fentener van Vlissingen, attended at least 75% of the aggregate number of
meetings of the Board and Board Committees on which they served for the period
in which they served.
COMPENSATION OF DIRECTORS AND RETIREMENT POLICIES
Directors who were not officers or employees of the Company received an annual
retainer of $21,000 plus $1,800 for each Board meeting attended. Directors are
available for consultation at any time by Management and normally receive no
additional compensation for such consultation. For meetings of committees of the
Board of Directors, a fee of $1,000 per meeting was paid. The fee was paid to
each director who attended and actively participated. Chairmen of committees
received an additional $250 fee for committee meetings chaired. Directors may,
by special arrangement, receive an additional fee for special assignments
involving unusual demands on their time. Such fees are normally determined in
advance by mutual agreement with Management as appropriate in the circumstances.
No such special assignments were in effect during 1997. Pursuant to the 1994
Nonemployee Director Stock Option Plan approved by Stockholders at the 1994
Annual Meeting, each year on the day following the date of the Annual Meeting of
Stockholders, nonemployee directors are granted an option to purchase 1,000
shares of the Company's Common Stock. These shares are exercisable in annual
increments of 250 shares each, beginning on the first anniversary date of the
grant and have an exercise price equal to the fair market value of the shares on
the date of the grant.
The Board of Directors has a policy establishing the mandatory retirement date
of each member of the Board as of the date of the Annual Meeting of Stockholders
of the Company next following his or her 72nd birthday. Director Richard J.
Pearson was re-elected by the Stockholders in March 1997 for a term of three
years until the date of the Annual Meeting of Stockholders in the year 2000. In
November 1997, the Board of Directors and its Nominating Committee concluded
that Director Pearson's unique experience and knowledge of the Company and its
businesses were vital to the Board of Directors, and therefore decided to grant
Director Pearson a special exemption from the mandatory retirement policy so as
to permit him to complete his current three-year term.
5
<PAGE>
PROPOSAL FOR RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROXY ITEM 2)
The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of Arthur Andersen LLP, as independent public accountants to
examine the Company's financial statements for its fiscal year ending November
30, 1998. This firm has served as independent public accountants for the Company
for many years. It has no financial interest of any kind in the Company or its
subsidiaries. The firm has had no connection with the Company or its
subsidiaries in the capacity of promoter, underwriter, voting trustee, director,
officer or employee. A member of the firm of Arthur Andersen LLP is expected to
be present at the Annual Meeting to answer questions and to make a statement if
he or she desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF THE FIRM OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR 1998 AND THE ENCLOSED PROXY CARD WILL BE SO VOTED UNLESS THE
STOCKHOLDER SPECIFIES OTHERWISE.
If the appointment is not ratified by a majority of the shares of Common Stock
represented at the meeting on this proposal, the adverse vote will be considered
as a directive to the Board of Directors to select other independent public
accountants for the following year. However, because of the difficulty and
expense of making any substitution so long after the beginning of the current
year, it is contemplated that the appointment for the fiscal year ending
November 30, 1998 will be permitted to stand unless the Board finds other good
reason for making a change.
PROPOSAL FOR APPROVAL OF
KEY EXECUTIVE LONG-TERM CASH INCENTIVE PLAN
(PROXY ITEM 3)
The Board of Directors of the Company adopted the Company's Key Executive
Long-Term Cash Incentive Plan (the "LTIP") on April 25, 1994 and has directed
that the LTIP be submitted to the Stockholders for their approval at the Annual
Meeting. Approval of the LTIP by Stockholders will also constitute approval of
certain outstanding awards held by James S. Marlen, as described under
"Compensation of Executive Officers." The affirmative vote of a majority of
Stockholders present or represented at the Annual meeting will constitute
approval by the Stockholders of this proposal.
The purpose of the LTIP is to reward selected senior-level executives who make
important contributions to the long-term financial and strategic performance of
the Company and its operations. The following summary description of the LTIP is
qualified in its entirety by reference to the full text of the LTIP attached as
Exhibit "A". For specific information concerning previous awards pursuant to the
LTIP, see "Compensation of Executive Officers".
The Company intends that the compensation paid pursuant to the LTIP be
"performance-based" within the meaning of Section 162(m) of the Internal Revenue
Code. The LTIP is administered by the Compensation and Stock Option Committee
(the "Committee") of the Board of Directors. The Committee has the authority to
make all determinations necessary or advisable for the ongoing administration of
the LTIP and to correct or supply any omission or to reconcile any inconsistency
in the LTIP in the manner and to the extent that the Committee, in its sole
discretion, deems desirable to carry the LTIP into effect.
The LTIP provides an opportunity for participants to earn a cash payment
following the completion of a Performance Cycle (as defined below) based on the
Company's performance relative to performance objectives for that Performance
Cycle. "Performance Cycles" are established by the Committee and are currently
three years in length, and a new Performance Cycle begins each fiscal year. New
performance
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<PAGE>
objectives are established by the Committee for each Performance Cycle from
among the following measures, or such other measures as the Committee in its
sole discretion may select: revenue, net cash flow, net income, operating
income, earnings per share, return on sales, return on equity, return on net
assets employed, and return on total capital.
Cash awards may be made under the LTIP to persons who are executive officers,
other key employees and consultants who are recommended by the Company's Chief
Executive Officer and approved by the Committee. Participation in any one
Performance Cycle does not guarantee the right to participate in any subsequent
Performance Cycle. Nothwithstanding the foregoing, the Committee may extend
participation or benefits to such participants as it deems fit in its sole and
absolute discretion. Seven Executives are currently eligible to participate in
the LTIP.
For each Performance Cycle, the Committee assigns cash compensation to each
participant, expressed as a percentage of the participant's salary (a "Target
Award"), based on the participant's level of responsibility, ability to
influence long-term Company performance, and competitive pay considerations. In
addition, the Committee establishes performance objectives for the Performance
Cycle as well as the relationship between awards and different levels of
achievement relative to the performance objectives. A participant's Target Award
and the relationship between the participant's award and different levels of
achievement are described in a Participation Agreement entered into between the
Company and the participant for each Performance Cycle, a form of which is
attached as Exhibit "B".
The Committee will normally not adjust a participant's Target Award during a
Performance Cycle, but it reserves the right to do so in special circumstances
as it deems fit, such as for example, due to the promotion or demotion of a
participant. In the event of an increase or decrease in a participant's Target
Award during a Performance Cycle, calculation of the participant's award for
that Performance Cycle will be based on prorating each Target Award according to
the number of days each was in effect during the Performance Cycle.
Awards are determined by the Committee in accordance with the Participation
Agreement no later than 90 days following the end of each Performance Cycle. The
LTIP does not provide for discretionary payments outside of awards determined in
accordance with the LTIP. However, the Committee reserves the right to upwardly
or downwardly adjust awards for any Performance Cycle if the Committee deems, in
its sole discretion, that Company performance for the Performance Cycle was
materially influenced by events not anticipated at the time that the performance
objectives were established.
The maximum amount of cash compensation payable to any individual for any one
Performance Cycle under the LTIP is presently limited to 100% of base salary.
The LTIP provides that awards must be paid in cash no later than 90 days
following the end of the Performance Cycle, unless the timing of such payment is
either: (1) voluntarily deferred by the participant to a future date in
accordance with any voluntary deferral agreement offered by the Company to the
participant, or (2) involuntarily deferred, if payments of awards would cause
the Company to lose a tax deduction pursuant to Section 152(m) of the Internal
Revenue Code of 1986, as amended, in which case the Committee may, at its sole
discretion, require a participant to defer receipt of a portion of the award
that exceeds the limitations to a future date specified by the Committee.
In the event of a participant's termination of service for "cause" (as defined
in the LTIP), the participant will not be entitled to receive an award with
respect to the corresponding Performance Cycle. In the event of a participant's
termination of service for any reason other than for cause, death, disability or
retirement prior to the end of a Performance Cycle, the participant will not be
entitled to receive an award with respect to the corresponding Performance Cycle
unless the number of full months of the participant's service with the Company
during the Performance Cycle, divided by the number of months in the Performance
Cycle, exceeds 50%, in which case the participant will be entitled to a pro-rata
portion
7
<PAGE>
of an award for that Performance Cycle. In the event of a participant's
termination of service due to death, disability or retirement, the participant's
award will be prorated according to formulas specified in the LTIP.
Upon a change of control of the Company prior to the end of any Performance
Cycle, each participant will be entitled to receive an award under the LTIP
equal to the participant's Target Award for the Performance Cycle based on the
assumption that the participant's salary immediately prior to the change of
control would remain constant for the remaining period of the Performance Cycle.
The Board of Directors may terminate, suspend or revoke the LTIP, with or
without notice. However, unless required by law, no change may be made to the
LTIP that adversely affects an award due for a completed Performance Cycle or as
a result of a change of control. Upon amendment, suspension or revocation of the
LTIP, the Committee may, at its sole discretion, authorize the proration or
early distribution, or a combination thereof, of awards under the LTIP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO ADOPT THE AMERON
KEY EXECUTIVE LONG-TERM CASH INCENTIVE PLAN AND THE ENCLOSED PROXY CARD WILL BE
SO VOTED UNLESS THE STOCKHOLDER SPECIFIES OTHERWISE.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company has been informed that as of the dates indicated the following
persons were beneficial owners of more than five percent of the Company's Common
Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHARES OF STOCK BENEFICIALLY
BENEFICIAL OWNER OWNED/AS OF PERCENT
- ------------------------------------------ ---------------------------- -----------
<S> <C> <C>
Neuberger & Berman 407,900(1)/Dec. 31, 1997 10.18
605 Third Avenue
New York, NY
Taro Iketani 306,396/Dec. 15, 1997 7.65
Funakawara 18, Ichigaya
Shinjuku-ku
Tokyo, Japan
F. H. Fentener van Vlissingen 228,736(2)/Feb. 10, 1998 5.71
Prinsengracht 963
1017 KL Amsterdam,
The Netherlands
</TABLE>
- ------------------------
(1) Neuberger & Berman, LLC ("N&B") is a registered investment advisor. In its
capacity as investment advisor, N&B may have discretionary authority to
dispose of or to vote shares that are under its management. As a result, N&B
may be deemed to have beneficial ownership of such shares. N&B does not,
however, have any economic interest in the shares. The clients are the
actual owners of the shares and have the sole right to receive and the power
to direct the receipt of dividends from or proceeds from the sale of such
shares. As of December 31, 1997, of the shares set forth above, N&B had
shared dispositive power with respect to 407,900 shares, sole voting power
with respect to 269,100 shares and shared voting power on 0 shares.
(2) As of the record date, February 10, 1998, Mr. van Vlissingen held voting
power on and had a beneficial interest in these shares, all of which were
held by Disfood B.V. Disfood B.V. sold 225,000 shares on February 13, 1998.
8
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
As of February 10, 1998, the shares of Common Stock held by all directors,
nominees for director and executive officers named in the Summary Compensation
Table individually and by directors and officers as a group were:
<TABLE>
<CAPTION>
SHARES OF STOCK VESTED SHARES HELD RIGHTS TO ACQUIRE
BENEFICIALLY IN TRUST UNDER BENEFICIAL
NAME OWNED(1) 401(K) PLAN OWNERSHIP(2) PERCENT
- ---------------------------------------------- --------------- ------------------- ----------------- -----------
<S> <C> <C> <C> <C>
DIRECTORS AND NOMINEES:
Stephen W. Foss 1,730 0 750 *
A. Frederick Gerstell 500 0 1,500 *
J. Michael Hagan 1,575 0 1,500 *
Terry L. Haines 555 0 250 *
John F. King 300 0 1,500 *
Alan L. Ockene 600 0 750 *
Richard J. Pearson 600(3) 0 1,500 *
David L. Sliney 0 0 250 *
F. H. Fentener van Vlissingen 228,736(4) 0 1,500 5.71
NAMED EXECUTIVE OFFICERS:
James S. Marlen 33,000 335 106,325 *
Javier Solis 37 839 15,092 *
Gary Wagner 105(5) 644 13,592 *
Thomas P. Giese 37 232 18,250 *
Gordon G. Robertson 278 635 4,750 *
DIRECTORS AND OFFICERS AS A GROUP (INCLUDING
THOSE ABOVE) 268,303 3,511 185,384 6.78(6)
</TABLE>
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(1) Direct ownership except as otherwise noted.
(2) Represents shares subject to options which could be exercised by April 10,
1998 by the named individuals or the Group pursuant to the 1992 Incentive
Stock Compensation Plan and the 1994 Nonemployee Director Stock Option Plan.
(3) Shares held in Pearson Family Trust, a living trust.
(4) See Note (2) under "Security Ownership of Certain Beneficial Owners".
(5) 100 of these shares are owned jointly with his wife.
(6) If the 185,384 shares subject to exercisable options held by directors and
officers as a group were included in the total amount of shares outstanding,
then the percentage of Common Stock owned by the group would be 10.91%.
* Percentage owned of less than 1% of total outstanding shares not shown.
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Securities & Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. The Company believes that during the fiscal year ended November 30,
1997, all Section 16(a) filing requirements were complied with, except that the
Company was 10 days late in filing a Form 4 to report the sale of shares by
Senior Vice President Raymond E. Foscante and was 17 days late in filing a Form
3 on behalf of Directors Haines and Sliney upon their appointment as members of
the Board of Directors.
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid executive officers for
each of the last three fiscal years ended November 30, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------------- -----------------------
NAME OTHER NUMBER OF PAYOUTS ALL
AND ANNUAL RESTRICTED SECURITIES ------------ OTHER
PRINCIPAL COMPEN- STOCK UNDERLYING LTIP(3) COMPEN-
POSITION YEAR SALARY($)(1) BONUS($)(1) SATION($) AWARDS($) OPTIONS(#) PAYOUTS SATION($)(2)
- ------------------------- ---- ----------- ----------- ----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James S. Marlen, 1997 533,157 435,000 108,819(4) -0- 26,500 555,000 15,693
Chairman, President, & 1996 490,601 386,000 79,290 -0- 93,500 1,100,157 8,974
Chief Executive Officer 1995 451,151 355,000 114,767 -0- 6,325 -0- 7,114
Javier Solis 1997 182,073 100,000 -0- -0- 5,000 92,000 1,267
Senior Vice President of 1996 172,585 80,000 -0- -0- -0- 185,852 1,438
Administration, 1995 164,916 75,000 -0- -0- -0- -0- 3,097
Secretary
and General Counsel
Gary Wagner 1997 176,538 100,000 -0- -0- 5,000 90,000 1,304
Senior Vice President & 1996 158,992 80,000 -0- -0- -0- 173,034 1,478
Chief Financial Officer 1995 142,288 75,000 -0- -0- -0- -0- 3,968
Thomas P. Giese 1997 167,115 70,000 -0- -0- 5,000 127,500 1,586
Vice President, Group 1996(5) -- -- -- -- -- -- --
President Concrete & 1995(5) -- -- -- -- -- -- --
Steel Pipe Group
Gordon G. Robertson 1997 159,758 75,000 -0- -0- -0- -0- 32,400
Vice President, Group 1996(5) -- -- -- -- -- -- --
President Fiberglass 1995 129,096 52,000 -0- -0- 1,000 -0- 3,506
Pipe Group
</TABLE>
- ------------------------
(1) Amounts shown include cash and non-cash compensation earned for services
performed and received by the Executive Officers as well as amounts earned
but deferred at the election of those officers during the fiscal years
indicated.
(2) Amounts in this column represent: (a) Contributions by the Company to the
401(K) Savings Plan for: James S. Marlen, $2,533; Javier Solis, $451; Gary
Wagner, $1,013; Thomas P. Giese, $1,431 and Gordon G. Robertson, $2,480, (b)
Above-market interest calculated (but not paid or payable) on deferred
compensation: James S. Marlen, $13,160; Javier Solis, $816; Gary Wagner,
$291; Thomas P. Giese, $155 and Gordon G. Robertson, $1,128 and (c) payments
made associated with a relocation for Gordon G. Robertson, $28,796.
(3) See Report of the Compensation & Stock Option Committee on Page 14 and
Proposal for Approval of Key Executive Long-Term Cash Incentive Plan on
Page 6 for a description of the Key Executive Long-Term Cash Incentive Plan
("LTIP").
(4) $64,360 of this amount represents a Club membership.
(5) Mr. Giese was not an executive officer of the Company during 1995 and 1996;
Mr. Robertson was not an executive officer during 1996.
10
<PAGE>
EMPLOYMENT AGREEMENT
In May 1997, the Company entered into an Amended and Restated Employment
Agreement with Mr. Marlen for his continued employment as Chairman, President
and Chief Executive Officer. The term of the agreement is automatically extended
so that it always has a remaining term of three years and six months, or until
Mr. Marlen attains age 67 1/2, if sooner. Under the terms of the agreement Mr.
Marlen's current annual base salary rate of $555,000 is subject to future merit
increases based on annual reviews by the Board of Directors, with participation
in the Company's Management Incentive Compensation Plan ("MICP"), its Key
Executive Long-Term Cash Incentive Plan ("LTIP"), and other executive
compensation and benefit plans. Under the terms of that agreement, during fiscal
year 1997 the Company awarded Mr. Marlen a grant of 6,500 shares of the
Company's Common Stock in the form of a stock option with a five-year vesting
schedule and an exercise price of $39.50 per share, that being the New York
Stock Exchange closing market price as of June 24, 1996, the date that the grant
was originally approved by the Board of Directors. In the event that Mr. Marlen
is terminated without cause, he would be entitled to a severance benefit equal
to his then current base salary plus the highest bonus received during the three
and one-half years preceding termination (but not less than 60% of his annual
base salary determined as of the date of termination) times a factor of 3.5. In
the event that such termination is occasioned by a change of control of the
Company, such severance benefit is subject to reduction in order to comply with
certain IRS regulations and limitations relating to change of control. In the
event of his death or long-term disability while employed, or termination for
reasons other than cause, all stock awards will become fully vested and he will
become entitled to vested pension benefits plus three years of additional
service credit. In the event that he is terminated without cause, Mr. Marlen
will also be entitled to continued health and medical benefits coverage at the
same cost he would be paying at the time of termination.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL
- ---------------------------------------------------------------------------------------- RATES OF STOCK
NUMBER OF PERCENT OF EXERCISE PRICE
SECURITIES TOTAL OPTIONS OR APPRECIATION FOR
UNDERLYING GRANTED BASE OPTION TERM(1)
OPTIONS TO EMPLOYEES PRICE EXPIRATION ------------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE(2) $@5% $@10%
- ----------------------------------- ----------- -------------- -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen 6,500 14.1 39.50(3) 1-01-07 161,469 409,193
20,000 43.5 49.75(4) 1-30-07 625,749 1,585,773
Javier Solis 5,000 10.9 49.75(4) 1-30-07 156,438 396,443
Gary Wagner 5,000 10.9 49.75(4) 1-30-07 156,438 396,443
Thomas P. Giese 5,000 10.9 49.75(4) 1-30-07 156,438 396,443
</TABLE>
- ------------------------
(1) Calculated based upon a 10-year option term, compounded appreciation at 5%
and 10% rates.
(2) Options are exercisable commencing 12 months after the grant date,with 25%
of the shares covered thereby becoming exercisable at that time and with an
additional 25% becoming exercisable on each successive anniversary date,
with full vesting occurring on the fourth anniversary date.
(3) Market value of shares on June 24, 1996, the date the award was approved by
the Board of Directors.
(4) Market value of shares on the date of grant.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY
UNDERLYING VALUE AT FY-END(#) OPTIONS AT FY-END($)
OPTIONS REALIZED ------------------------------ ------------------------------
NAME EXERCISED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ------------- --------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
James S. Marlen -0- -0- 15,000 0 476,250 0(1)
11,250 3,750 253,125 84,375(2)
40,000 0 1,100,000 0(3)
6,325 0 207,935 0(4)
23,375 70,125 584,375 1,753,125(5)
0 6,500 0 162,500(5)
0 20,000 0 295,000(6)
Javier Solis -0- -0- 2,000 0 64,000 0(7)
2,250 750 50,625 16,875(2)
8,842 0 243,155 0(3)
0 5,000 0 73,750(6)
Gary Wagner -0- -0- 500 0 16,000 0(7)
2,250 750 50,625 16,875(2)
8,842 0 243,155 0(3)
0 5,000 0 73,750(6)
Thomas P. Giese -0- -0- 2,000 0 64,000 0(7)
1,500 500 33,750 11,250(2)
10,000 0 275,000 0(3)
3,700 0 121,638 0(4)
0 5,000 0 73,750(6)
Gordon G. Robertson -0- -0- 2,000 0 64,000 0(7)
1,500 500 33,750 11,250(2)
500 500 16,438 16,438(4)
</TABLE>
- ------------------------
(1) Value based upon exercise price of $32.75 and fiscal year-end 1997 market
price of $64.50.
(2) Value based upon exercise price of $42.00 and fiscal year-end 1997 market
price of $64.50.
(3) Value based upon exercise price of $37.00 and fiscal year-end 1997 market
price of $64.50.
(4) Value based upon exercise price of $31.625 and fiscal year-end 1997 market
price of $64.50.
(5) Value based upon exercise price of $39.50 and fiscal year-end 1997 market
price of $64.50.
(6) Value based upon exercise price of $49.75 and fiscal year-end 1997 market
price of $64.50.
(7) Value based upon exercise price of $32.50 and fiscal year-end 1997 market
price of $64.50.
LONG-TERM INCENTIVE PLAN AWARDS
See Report of the Compensation & Stock Option Committee on Page 14 and Proposal
for Approval of Key Executive Long-Term Cash Incentive Plan on Page 6 for a
description of the Key Executive Long-Term Cash Incentive Plan (LTIP). The
following table shows, for the named executive officers, the calculated future
payouts, if any, under the LTIP for the three-year performance cycle which began
in 1997. Threshold amounts are the minimum amounts payable under the LTIP
provided that the minimum level of performance is achieved with respect to the
pre-established performance objective, measured in terms of its cumulative
earnings per share for that three-year cycle. If such performance is not
achieved, amounts would be zero.
12
<PAGE>
LONG TERM INCENTIVE PLAN--AWARDS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
OR OTHER NON-STOCK PRICE-BASED PLANS
NUMBER OF SHARES, PERIOD UNTIL -------------------------------------
UNITS OR OTHER MATURATION OR THRESHOLD TARGET
NAME RIGHTS PAYOUT ($) ($) MAXIMUM ($)
- ----------------------------------- ----------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
James S. Marlen -- 3 Years $ 69,375 $ 277,500 $ 555,000
Javier Solis -- 3 Years 13,800 55,200 110,400
Gary Wagner -- 3 Years 13,500 54,000 108,000
Thomas P. Giese -- 3 Years 17,000 68,000 136,000
Gordon G. Robertson -- 3 Years 16,000 64,000 128,000
</TABLE>
- ------------------------
(1) Amounts shown in this table were calculated using the salaries for the
listed participants in the LTIP as of December 1, 1997. Actual payouts, if
any, would be based on actual salaries at November 30, 1999, the end of the
performance cycle.
PENSION PLANS
The following schedule shows the estimated annual benefit payable under the
combined Ameron Pension Plan (Salaried Section) and Ameron Supplemental
Executive Retirement Plan for employees at varying pay levels and years of
service. The schedule assumes retirement at age 65.
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVG. ANNUAL ------------------------------------------
COMPENSATION(1) 15 20 25 30
- ----------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
125,000 33,753 45,000 56,250 67,500
150,000 41,070 54,760 68,450 82,140
200,000 55,695 74,260 92,825 111,390
250,000 70,320 93,760 117,200 140,640
300,000 84,945 113,260 141,575 169,890
400,000 114,195 152,260 190,325 228,390
500,000 143,445 191,260 239,075 286,890
600,000 172,695 230,260 287,825 345,390
700,000 201,945 269,260 336,575 403,890
800,000 231,195 308,260 385,325 462,390
900,000 260,445 347,260 434,075 520,890
1,000,000 289,695 386,260 482,825 579,390
</TABLE>
- ------------------------
(1) Calculated based upon highest consecutive 60 of last 120 months of earnings
prior to retirement.
Benefits shown above are computed as straight life annuity amounts. They are not
subject to deduction for Social Security or other offset amounts.
For purposes of the Ameron Pension Plan, compensation is base monthly salary,
exclusive of overtime, severance, bonuses, commissions or amounts deferred under
the Executive Deferral Plan. The Internal Revenue Code limits the amount per
year on which benefits are based and limits the aggregate amount of the annual
pension which may be paid by an employer from a plan which is qualified under
the Code for federal income tax purposes. The Supplemental Executive Retirement
Plan provides for supplemental payments to be made to certain eligible
executives of the Company in amounts sufficient to maintain total benefits upon
retirement had there been no such Code limitations and expands annual
compensation to include bonuses and deferred compensation.
13
<PAGE>
As of February 1, 1998, the estimated credited service under both plans for each
of the named individuals in the foregoing Summary Compensation Table are:
<TABLE>
<CAPTION>
CREDITED YEARS
OF SERVICE(1)
AT AGE
PRESENT 65
------- -------
<S> <C> <C>
James S. Marlen 9-4/12(2) 22-4/12(2)
Javier Solis 16-4/12 30
Gary Wagner 12-10/12 30
Thomas P. Giese 30 30
Gordon G. Robertson 30 30
</TABLE>
- ------------------------
(1) The maximum credit is 30 years.
(2) Refer to Employment Agreement section on Page 11 above. In order for the
Company to provide Mr. Marlen with pension benefits not less than those
under the pension plan of his former employment, the credited years of
service noted for Mr. Marlen include two years of credit for each year of
service during the first 9-1/2 years of his employment with the Company. In
addition, in the event that Mr. Marlen is terminated for reasons other than
for cause and/or a change of control takes place, he will be entitled to his
vested pension benefits plus three years of additional credited service. In
the event that he obtains new employment within three years of leaving the
Company following termination, he will be entitled only to his vested
pension benefits (not additional years of service).
- ------------------------
THE FOLLOWING REPORT OF THE COMPENSATION & STOCK OPTION COMMITTEE AND THE STOCK
PRICE PERFORMANCE GRAPH INCLUDED IN THIS PROXY STATEMENT SHALL NOT BE DEEMED TO
BE INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE
THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY
INCORPORATES THIS REPORT OR THE PERFORMANCE GRAPH BY REFERENCE THEREIN, AND
SHALL NOT BE DEEMED SOLICITING MATERIAL OR OTHERWISE DEEMED FILED UNDER EITHER
OF SUCH ACTS.
REPORT OF THE COMPENSATION & STOCK OPTION COMMITTEE
The Compensation & Stock Option Committee of the Board of Directors (the
"Committee") is composed entirely of independent outside directors. No member of
the Committee is a former or current officer or employee of the Company or any
of its subsidiaries. The Committee, all of whose actions are subject to approval
by the Board of Directors, is responsible for the proper administration of the
Company's various compensation programs, including its salary policies, its
Management Incentive Compensation Plan ("MICP") (which comprises its annual
bonus plan for management employees), its Key Executive Long-Term Cash Incentive
Plan ("LTIP") and its 1992 Incentive Stock Compensation Plan. On an annual basis
the Committee reviews base salary ranges for the Company's various levels of
management, approves annual salaries of officers, approves MICP and LTIP awards,
administers the 1992 Incentive Stock Compensation Plan and makes grants
thereunder, and reviews with the Board in detail all aspects of compensation for
all officers of the Company, including the Chief Executive Officer.
The executive compensation policy of the Company, which is endorsed by the
Committee, is that the base compensation of all officers should be generally
comparable to base salaries being paid to similarly situated officers of other
general diversified manufacturing companies with similar sales and industries in
the U.S., and that bonus compensation be in the form of MICP and LTIP awards and
stock option benefits which are contingent upon the performance of the Company
as well as the individual contributions of each officer. Because of the inherent
cyclical nature of some of the Company's businesses, and because a significant
portion of its businesses are dependent on the timing of projects over which it
has no control, the Committee does not believe that the base salary portion of
compensation of the Company's officers should be subject to annual fluctuations
based solely on such effects.
14
<PAGE>
In determining comparability of officer salaries to those of other similarly
situated officers, members of the Committee review the results of compensation
surveys provided by various compensation consulting firms of national
reputation. The Committee has reviewed the compensation for each of the five
highest paid officers for 1997 and has determined that in its opinion, the
compensation of all officers is reasonable in view of the Company's consolidated
performance and the contribution of those officers to that performance.
The MICP is based on the following measures: corporate performance, business
unit performance and personal performance. The corporate performance measure is
based on earnings per share and return on sales. The Committee believes that
these factors are the primary determinant of share price over time. Because of
the relatively low volume of trade of the Company's stock and therefore its
susceptibility to volatility based on extraneous factors, the Committee does not
believe that share price per se is necessarily a measure of corporate
performance. Business unit performance measures are based primarily on return on
assets. Personal performance measures are based on such qualitative factors as
performance against objectives and plans, and organizational and management
development.
The LTIP was approved by the Board of Directors in April 1994. The purpose of
this plan is to reward selected senior executives with above average total pay
for achieving and sustaining above average long-term financial goals.
Participants in the LTIP are eligible to receive cash incentive awards and
grants of stock options based on the financial performance of the Company and,
in some cases, a combination of the financial performance of the Company and its
business units, after the end of each three-year performance cycle. The cash
awards under the LTIP for the 1995-1997 performance cycle which appear in the
Summary Compensation Table were earned based on the Company's successfully
having exceeded its financial plan, measured in terms of its cumulative earnings
per share for that three-year cycle. The determination of cash payouts, if any,
under the LTIP for the fiscal years 1996-1998, 1997-1999 and 1998-2000
performance cycles will not be made until after the end of the 1998, 1999 and
2000 fiscal years, respectively. For those performance cycles, the Company's
financial performance will continue to be measured based on cumulative earnings
per share, with return on assets and return on equity thresholds.
The current annual base salary of $555,000 for Mr. Marlen was set in June 1997.
That base salary was established based on comparability to base salaries being
paid to other similarly situated officers of general diversified manufacturing
companies with similar sales revenues and industries in the U.S. That base
salary will be reviewed again by the Committee in June 1998. A bonus award of
$435,000 was approved for payment to Mr. Marlen under the MICP with respect to
fiscal 1997 based on the Company's success in meeting various financial goals
established by the Committee, including earnings per share and return on sales,
as well as a continuing very favorable assessment by the Committee and the Board
of Directors of Mr. Marlen's individual performance and leadership. Such MICP
award is in line with the average of bonus awards paid to chief executive
officers of general diversified manufacturing companies with similar sales and
industries in the U.S. as reported by various compensation consulting firms of
national reputation. During fiscal year 1997, the Company awarded Mr. Marlen a
non-qualified stock option grant of 6,500 shares under the 1992 Incentive Stock
Compensation Plan at an option price of $39.50 per share, in accordance with the
terms of its June 1996 employment agreement with Mr. Marlen, as reported in last
year's proxy statement.
A. F. GERSTELL, CHAIRMAN
S. W. FOSS
A. L. OCKENE
R. J. PEARSON
15
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following line graph compares the yearly changes in the cumulative total
return on the Company's Common Stock against the cumulative total return of the
New York Stock Exchange Market Value Index and the Peer Group Composite
described below for the period of the Company's five fiscal years commencing
December 1, 1992 and ended November 30, 1997. The comparison assumes $100
invested in stock on December 1, 1992. Total return assumes reinvestment of
dividends. The Company's stock price performance over the years indicated below
does not necessarily track the operating performance of the Company nor is it
necessarily indicative of future stock price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMERON N.Y.S.E. PEER GROUP INDEX
<S> <C> <C> <C>
12/92 $100.00 $100.00 $100.00
11/93 113.84 112.21 123.70
11/94 104.48 114.08 117.85
11/95 121.37 145.94 152.28
11/96 166.49 181.52 177.43
11/97 227.80 229.70 204.57
Value of Investments ($)
</TABLE>
The Peer Group Composite is based 70% on a Building Materials Companies
Component and 30% on a Protective Coatings Companies Component. This percentage
split was arrived at based on the historical sales volumes during the past five
years of the Company's Protective Coatings Business Segment in comparison to the
remainder of the Company's other business segments which are generically in the
building materials category. The Building Materials Companies Component is
comprised of the following companies: Advanced Environmental, American Building
Co., American Woodmark Corp., Ameron International Corporation, Armstrong World
Industries, Bairnco Corp., Bird Corp., Butler Manufacturing, CalMat Co.,
Ceradyne Inc., Chemfab Corporation, Consolidated Stainless, Conversion
Technologies, Dal Tile Internat, Inc., Dravo Corp., Elcor Corp., Griffon Corp.,
Holopak Technologies Inc., Industrial Acoustics Inc., Industrial Holdings Inc.,
Insituform Technologies, Internacional De Ceramic, Johns Manville Corp., Knape &
Vogt Mfg. Co., La-Man Corp., Martin Marietta Material, Miller Building Systems
Inc., NCI Building Systems Inc., Owens Corning Fiberglass, Raytech Corp.,
Republic Group Inc., Seiler Pollution Control, Shaw Group Inc., Southwall
Technologies, Triangle Pacific Corp., United Dominion Industries, USG Corp. and
Vulcan Materials Co. The Protective Coatings Companies Component is comprised of
the following companies: Ameron International Corporation, Corimon SA ADS,
Dexter Corp., Ferro Corp., Insilco Corp., Lilly Industries, PPG Industries, RPM
Inc., Sherwin-Williams Co., Thermacell Technologies and Valspar Corp.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is the Company's understanding that Mr. Taro Iketani is one of the principal
Stockholders of Tokyo Steel Manufacturing Co., Ltd., ("Tokyo Steel"), a Japanese
corporation. Tokyo Steel owns 25% of the outstanding stock of Tamco, a
California corporation. The Company owns 50% of Tamco. Tamco manufactures steel
reinforcing bars. In addition, Tamco leases from the Company, certain land,
buildings and improvements used in Tamco's steelmaking operations at a monthly
lease rate of $30,000 payable in arrears. The lease is a net lease expiring in
February, 2002 with a renewal option available to Tamco. In
16
<PAGE>
addition, at the end of the renewal term, Tamco has the option to purchase the
property at the then current market value.
Mr. J. Michael Hagan, a Director of the Company, is Chairman of the Board and
Chief Executive Officer of Furon Company. During 1997, the Company purchased
materials from Furon Company in transactions totaling $611,475.
Mr. A. Frederick Gerstell, a Director of the Company, is Chairman of the Board
and Chief Executive Officer of CalMat Co. During 1997, the Company purchased
materials from CalMat Co. in transactions totaling $746,938.
The Company believes that the terms of the transactions described above were as
favorable as could have been negotiated with unaffiliated parties.
MISCELLANEOUS
COST OF SOLICITING PROXIES
The cost of soliciting proxies in the accompanying form has been or will be paid
by the Company. In addition to solicitation by mail, arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to send
proxy materials to beneficial owners, and the Company will, upon request,
reimburse them for their reasonable expenses in so doing. Officers, directors
and regular employees of the Company may request the return of proxies
personally, by means of materials prepared for employee-Stockholders or by
telephone or telegram to the extent deemed appropriate by the Board of
Directors. No additional compensation will be paid to such individuals for this
activity. The extent to which this solicitation will be necessary will depend
upon how promptly proxies are received; therefore, Stockholders are urged to
return their proxies without delay.
STOCKHOLDER PROPOSALS
Proposals of Stockholders to be considered for inclusion in the proxy statement
and form of proxy relating to the 1998 meeting must be addressed to the Company,
Attention: Corporate Secretary, at the Company's principal office, and must be
received there no later than October 27, 1998.
The Company's Bylaws provide that for business to be brought before an annual
meeting by a shareholder, written notice must be received by the Secretary not
less than 60 or more than 120 days prior to the meeting; provided that in the
event the first public disclosure of the date of the meeting is made less than
65 days prior thereto, the required notice may be received within ten days
following such public disclosure. The information which must be included in the
notice is specified in the applicable Bylaw, a copy of which may be obtained
from the Secretary.
OTHER MATTERS
So far as management knows, there are no matters to come before the meeting
other than those set forth in the Proxy Statement. If any further business is
presented to the Meeting, the persons named in the proxies will act according to
their best judgment on behalf of the Stockholders they represent.
By Order of the Board of Directors
Javier Solis, Secretary
February 25, 1998
Pasadena, California
17
<PAGE>
EXHIBIT A
KEY EXECUTIVE LONG-TERM CASH INCENTIVE PLAN
GENERAL PLAN DESCRIPTION
1. NAME. The plan hereby created is known as the Ameron Key Executive
Long-Term Cash Incentive Plan (the "Plan").
2. PURPOSE. The Plan is intended to reward selected senior-level
executives who make important contributions to the long-term financial and
strategic performance of Ameron International Corporation (the "Company") and
its operations. Specifically, the Plan is designed to:
(1) Focus selected senior executives on achieving specific long-term
financial and strategic objectives;
(2) Provide significant award potential for achieving above average
performance; and
(3) Enhance the ability of the Company to attract and retain highly
talented executives.
3. PLAN ADMINISTRATION. The Plan shall be administered by the Compensation
& Stock Option Committee of the Company's Board of Directors (the "Committee").
Subject to the provisions of the Plan, the Committee shall have the authority to
make all determinations necessary or advisable for the ongoing administration of
the Plan and to correct or supply any omission or to reconcile any inconsistency
in the Plan in the manner and to the extent that the Committee, in its sole
discretion, deems desirable to carry the Plan into effect. The Committee's
authority shall include but shall not be limited to:
(1) The selection of Participants;
(2) The establishment of Target Awards;
(3) The establishment of Performance Cycles and Performance Objectives;
(4) The treatment of unanticipated events materially affecting the
administration of the Plan.
4. DEFINITIONS. The following definitions shall apply to the Plan.
4.1 "AWARD" means the cash compensation earned under the terms of this
Plan in any one Performance Cycle.
4.2 "BOARD" means the Board of Directors of the Company.
4.3 "CHANGE OF CONTROL" shall mean any or all of the following:
(1) The dissolution or liquidation of the Company;
(2) A reorganization, merger or consolidation of the Company with one
or more corporations where the Company is not the surviving corporation;
(3) Approval by the stockholders of the Company of any sale, lease,
exchange or other transfer (in one or a series of transactions) of all or
substantially all of the assets of the Company;
(4) Approval by the stockholders of the Company of any merger or
consolidation of the Company in which the holders of voting stock of the
Company immediately before the merger or consolidation will not own fifty
percent (50%) or more of the outstanding voting shares of the continuing
or surviving corporation immediately after such merger or consolidation;
(5) A change of twenty-five percent (25%) (rounded to the next whole
person) in the membership of the Board within a twelve-month period,
unless the election or nomination for election by stockholders of each
new director within such period was approved by the vote of eighty-five
percent (85%) (rounded to the next whole person) of the directors then
still in office who were in office at the beginning of the twelve-month
period.
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4.4 "CODE" refers to the Internal Revenue Code of 1986, as amended, or
any successor legislation.
4.5 "DISABILITY" means a physical or mental condition that permanently
prevents the Participant from performing his or her normal duties of
employment. In the event that a Participant is covered by a
Company-sponsored long-term disability program and the Participant is
determined to qualify for disability benefits under that program, then the
Participant shall be presumed to qualify as permanently disabled for
purposes of the Plan. In the event that the participant is not covered by a
Company-sponsored long-term disability program, then the Participant shall
be presumed to be permanently disabled for purposes of the Plan if the
Committee so determines upon review of one or more medical opinions
acceptable to the Committee.
4.6 "EARLY RETIREMENT" means a voluntary Termination of Service between
the ages of fifty-five (55) and sixty-five (65) provided that the
Participant has at least ten (10) years of Service (not necessarily
continuous) with the Company as of the date of Termination of Service.
4.7 "NORMAL RETIREMENT" means Termination of Service at or after
reaching sixty-five (65) provided that the Participant has at least five (5)
years of Service with the Company (not necessarily continuous) as of the
date of Termination of Service.
4.8 "PARTICIPANT" means those executive officers, other key employees
and consultants who have been recommended by the Company's Chief Executive
Officer and approved by the Committee for participation in the Plan.
4.9 "PARTICIPATION AGREEMENT" means the agreement between the Company
and the Participant that describes the Performance Measures, Performance
Objectives and their relationship to Awards for that Participant.
4.10 "PERFORMANCE CYCLE" means the period of time over which Company
performance is measured for determining whether and to what extent an Award
is earned under the Plan.
4.11 "PERFORMANCE MEASURES" means the specific performance measures
described in Paragraph 8 hereinbelow.
4.12 "PERFORMANCE OBJECTIVES" means the specific performance goals for
the Performance Measures established by the Committee for a Performance
Cycle against which actual performance is assessed under this Plan.
4.13 "SALARY" means a Participant's ending regular base salary, before
any deductions and exclusive of any bonuses, long-term incentives, payments
under employee benefit programs and other non-regular forms of compensation,
whether deferred or received by the Participant, in the last year of the
Performance Cycle.
4.14 "SERVICE" means substantially full-time employment or
substantially full-time service as a consultant (whether active or on an
authorized leave of absence) with the Company.
4.15 "TARGET AWARD" means the cash compensation, expressed as a
percentage of the Participant's Salary, that a Participant is eligible to
receive if the Performance Objectives established for a particular
Performance Cycle are achieved.
4.16 "TERMINATION OF SERVICE" means a termination of Service from the
Company for any reason, whether voluntary or involuntary, including death,
Disability, Early Retirement or Normal Retirement.
5. GENERAL PLAN DESCRIPTION. The Plan provides an opportunity for
Participants to earn a cash payment following the completion of a Performance
Cycle based on the Company's performance relative to Performance Objectives for
that Performance Cycle. It is anticipated, but not required, that each
Performance Cycle will be three-years in length and that a new Performance Cycle
will begin each fiscal year. New Performance Objectives will be established by
the Committee for each Performance Cycle.
2
<PAGE>
6. PLAN PARTICIPATION. Participation in the Plan shall be limited to
executive officers, other key employees and consultants who are recommended by
the Company's Chief Executive Officer and approved by the Committee.
Participation in any one Performance Cycle does not guarantee the right to
participate in any subsequent Performance Cycle. Notwithstanding the foregoing,
the Committee may extend participation or benefits to such Participants as it
deems fit in its sole and absolute discretion.
7. AWARD DETERMINATION PROCESS. For each Performance Cycle, the Committee
shall assign each Participant a Target Award based on the Participant's level of
responsibility, ability to influence long-term Company performance, and
competitive pay considerations. In addition, the Committee shall establish
Performance Objectives for the Performance Cycle as well as the relationship
between Awards and different levels of achievement relative to the Performance
Objectives. A Participant's Target Award and the relationship between the
Participant's Award and different levels of achievement shall be described in a
Participation Agreement entered into between the Company and the Participant for
each Performance Cycle.
The Committee will normally not adjust a participant's Target Award during a
Performance Cycle, but it reserves the right to do so in special circumstances
as it deems fit, such as for example, due to the promotion or demotion of a
Participant. In the event of an increase or decrease in a Participant's Target
Award during a Performance Cycle, calculation of the Participant's Award for
that Performance Cycle will be based on prorating each Target Award according to
the number of days each was in effect during the Performance Cycle.
Awards shall be determined by the Committee in accordance with the Participation
Agreement no later than ninety (90) days following the end of each Performance
Cycle. The Plan shall not provide for discretionary payments outside of Awards
determined in accordance with the Plan. However, the Committee reserves the
right to upwardly or downwardly adjust Awards for any Performance Cycle if the
Committee deems, in its sole discretion, that Company performance for the
Performance Cycle was materially influenced by events not anticipated at the
time that the Performance Objectives were established.
8. PERFORMANCE MEASUREMENT. The Committee shall establish the Performance
Objectives for each Performance Cycle from among the following measures, or such
other measures as the Committee in its sole discretion may select: revenue, net
cash flow, net income, operating income, earnings per share, return on sales,
return on equity, return on net assets employed, and return on total capital.
9. PAYMENT OF AWARDS. Awards shall be paid in cash no later than ninety
(90) days following the end of the Performance Cycle, unless the timing of such
payment is either: (1) voluntarily deferred by the Participant to a future date
in accordance with any voluntary deferral agreement offered by the Company to
the Participant, or (2) involuntarily deferred pursuant to Paragraph 10 of the
Plan.
10. INVOLUNTARY DEFERRAL. If payments of Awards pursuant to this Plan
would cause the Company to lose a tax deduction pursuant to Section 162(m) of
the Code, the Committee may, at its sole discretion, require a Participant to
defer receipt of a portion of the Award that exceeds the limitations set out
under Section 162(m) to a future date specified by the Committee. Any such
deferred amounts shall be credited annually with interest at a rate determined
by the Committee, but not less than the rate generally available from
twelve-month Certificates of Deposit issued by a major financial institution.
11. TERMINATION OF SERVICE. In the event of a Participant's Termination of
Service for cause (as hereinafter defined), the Participant will not be entitled
to receive an Award with respect to the corresponding Performance Cycle. As used
hereinabove the term "for cause" means termination of the Participant's
employment by the Company in case of any willful breach of duty by the
Participant in the course of employment, or in case of habitual neglect of duty
or continued incapacity to perform.
In the event of a Participant's Termination of Service for any reason other than
for cause, death, Disability, Normal Retirement or Early Retirement prior to the
end of a Performance Cycle, the Participant will not
3
<PAGE>
be entitled to receive an Award with respect to the corresponding Performance
Cycle unless the number of full months of the Participant's Service with the
Company during the Performance Cycle, divided by the number of months in the
Performance Cycle, exceeds 50%, in which case the Participant will be entitled
to a pro-rata portion of an Award for that Performance Cycle. Such pro-rata
Award shall be determined by multiplying: (1) the amount of the Award for the
Performance Cycle by (2) a ratio equal to the number of full months of the
Participant's Service with the Company during the Performance Cycle, divided by
the number of months in the Performance Cycle, and shall be payable at the end
of the applicable Performance Cycle in accordance with Paragraph 9 of the Plan.
In the event of the Participant's Termination of Service due to death,
Disability, Normal Retirement or Early Retirement, the following provisions will
apply:
11.1 DEATH, DISABILITY OR NORMAL RETIREMENT. Upon a Participant's
death, determination of Disability, or Normal Retirement prior to the end of
a Performance Cycle, the Participant (or, in the case of death, the person
or persons to whom the rights to any Award shall pass by reason of the
Participant's death, either by will or by applicable laws of descent and
distribution) shall be entitled to receive a pro-rata portion of any Award
for that Performance Cycle. Such pro-rata Award shall be determined by
multiplying: (1) the amount of the Award for the Performance Cycle by (2) a
ratio equal to the number of full months of the Participant's Service with
the Company during the Performance Cycle, divided by the number of months in
the Performance Cycle. Awards payable following a Participant's death,
determination of total and permanent Disability, or Normal Retirement shall
be made at the end of the applicable Performance Cycle in accordance with
Paragraph 9 of the Plan.
11.2 EARLY RETIREMENT. Upon the Early Retirement of the Participant
prior to the end of a Performance Cycle, the Participant shall be entitled
to receive a pro-rata portion of any Award for the Performance Cycle in
accordance with the terms and conditions of this Plan. Such pro-rata
portions shall be determined by multiplying: (1) the amount of the Award for
the Performance Cycle by (2) a ratio equal to the number of full months of
the Participant's Service with the Company during the Performance Cycle,
divided by twice the number of months in the Performance Cycle. Awards
payable following a Participant's Early Retirement shall be made at the end
of the applicable Performance Cycle in accordance with Paragraph 9 of the
Plan.
12. CHANGE OF CONTROL. Upon a Change of Control of the Company prior to
the end of any Performance Cycle, each Participant shall be entitled to receive
an Award under the Plan equal to the Participant's Target Award for the
Performance Cycle based on the assumption that the Participant's Salary
immediately prior to a Change of Control would remain constant for the remaining
period of the Performance Cycle. Awards payable in accordance with this
Paragraph 12 shall be paid in cash no later than thirty (30) days following the
effective date of the Change of Control.
13. NEW PARTICIPANTS. New Participants may be added to the Plan by the
Committee at any time. New Participants added to the Plan during a Performance
Cycle shall be eligible to receive a pro-rata Award. Such pro-rata Award shall
be determined by multiplying: (1) the amount of the Award for the Performance
Cycle by (2) a ratio equal to the number of full months of the Participant's
Service with the Company during the Performance Cycle, divided by the number of
months in the Performance Cycle. Unless determined otherwise by the Committee, a
new participant must be a Participant in the Plan for at least twelve months
during a Performance Cycle to be eligible to receive an Award payment under the
Plan.
14. MISCELLANEOUS PROVISIONS.
14.1 TRANSFER RESTRICTIONS. This Award shall not be transferred,
assigned, pledged or hypothecated in any way, whether by operation of law
(including bankruptcy) or otherwise except as provided in Paragraph 11.1 of
this Plan or pursuant to a valid qualified domestic relations order. Upon
any attempt to transfer, assign, pledge or hypothecate or otherwise dispose
of an Award
4
<PAGE>
contrary to the provisions of this Plan, the Award and its associated rights
and privileges shall become null and void.
14.2 RIGHT OF EMPLOYMENT DENIED. Nothing contained herein shall confer
upon the Participant any right to continue in the Service of the Company or
shall interfere in any way with the right of the Company (subject to the
terms of any separate employment agreement to the contrary) at any time to
terminate the Participant's Service or to increase or decrease the
compensation of the Participant from the rate in existence on the date of
this Plan. All Participants are employed as employees-at-will and may be
terminated at any time with or without notice, and with or without cause
(also subject to the terms of any separate employment agreement to the
contrary).
14.3 NO RIGHTS AS A SHAREHOLDER. Neither the Participant nor any other
person legally entitled to receive a potential payment pursuant to this Plan
shall be entitled to any of the rights or privileges of a shareholder of the
Company solely as a result of such Award.
14.4 UNFUNDED NATURE OF AWARD. The Company may periodically accrue
estimated payouts pursuant to the Plan and charge them as an expense against
the income statement of the Company. Accruals for estimated payouts do not
oblige the Company to pay out any Award or any portion thereof. Each
Participant is an unsecured creditor of the Company as to Awards. Neither
the Participant nor any other person shall have as a result of this Plan any
interest in any fund nor in any specific asset of the Company. Any reserve
or other asset that the Company may establish or acquire to ensure itself of
the funds to provide benefits under this Plan shall not serve in any way as
security to the Participant or any other person for the Company's
performance under this Plan.
14.5 WITHHOLDING TAX. The Company shall deduct from any payment due
under the Plan any sums required by federal, state or local tax law to be
withheld with respect to such payment.
14.6 AMENDMENT OR TERMINATION OF THE PLAN. This Plan may be amended,
suspended or revoked at any time, with or without notice, by the Board.
However, unless required by law, no change may be made to the Plan that
adversely affects an Award due for a completed Performance Cycle or as a
result of a Change of Control. Upon amendment, suspension or revocation of
the Plan, the Committee may, at its sole discretion, authorize the proration
or early distribution, or a combination thereof, of Awards under the Plan.
14.7 EXTRAORDINARY EVENTS. If an extraordinary event occurs during any
Performance Cycle which significantly alters the basis upon which the
relationship between performance and Awards was established, the Committee
may, in its sole discretion, make adjustments to the performance measures,
weighting of measures, threshold requirements and/or relationship formulas.
Events warranting such action may include, but are not limited to, changes
in accounting rules or regulations, changes in regulatory rulings affecting
the business of the Company, and significant unexpected changes in economic
conditions resulting in "windfall" gains or losses.
14.8 VALIDITY. In the event that any provision of this Plan is held to
be invalid, void or unenforceable, the same shall not effect, in any respect
whatsoever, the validity of any other provision of the Plan.
14.9 EFFECTIVE DATE. This Plan is effective as of December 1, 1993,
and shall remain in effect until terminated by the Board.
14.10 GOVERNING LAW. This Plan shall be administered, interpreted and
governed under the laws of the State of California.
ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 25, 1994.
5
<PAGE>
EXHIBIT B
KEY EXECUTIVE LONG-TERM CASH INCENTIVE PLAN
FORM OF PARTICIPATION AGREEMENT
This PARTICIPATION AGREEMENT (the "Agreement") is made and entered into as of
the date hereinbelow by and between Ameron International Corporation, a Delaware
corporation, (the "Company") and the undersigned individual (the "Participant"),
with respect to the following:
RECITALS
The Company's Board of Directors has adopted the Ameron Key Executive Long-Term
Cash Incentive Plan (the "Plan") on April 25, 1994. The Participant has been
selected to participate in the Plan in accordance with its terms. The Company
and the Participant desire to formally set forth certain terms and benefits of
the Plan as they apply to the Participant;
NOW, THEREFORE, the Company and the Participant hereby agree as follows:
1. INCORPORATION. The Plan is hereby incorporated into and made a part of
this Agreement as though set forth in full herein. The parties shall be bound
by, and have the benefit of, each and every provision of the Plan. Attachments 1
and 2 are incorporated herein and made a part hereof.
2. PERFORMANCE OBJECTIVES. If the Company achieves the Performance
Objectives as detailed in Attachment 1 hereto for the performance cycle
described therein, the Participant shall be entitled to receive the Award
described hereinbelow, subject to the terms and conditions of the Plan and this
Agreement.
3. LEVERAGE TABLE. Awards shall be determined based on actual Company
performance relative to the Performance Measures and Performance Objectives set
out in Attachment 1 and the relationships between actual performance, and those
Award percentages and thresholds set forth in Attachment 2.
4. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the parties hereto (except
that the Participant may not, except in the case of death, voluntarily or
involuntarily assign any right to an Award hereunder).
5. COUNTERPARTS. The Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.
6. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
7. GOVERNING LAW. This Agreement shall be governed by and interpreted
under the laws of the State of California.
8. SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired.
9. ENTIRE AGREEMENT. This Agreement is intended by the parties as a final
expression of their agreement, and is intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto, in respect
of the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
10. ARBITRATION OF DISPUTE. In the event there is a dispute arising out of
this Agreement, it shall be settled by final and binding arbitration which shall
be conducted in accordance with the rules of the
1
<PAGE>
American Arbitration Association by an arbitrator appointed in accordance with
those rules and shall be conducted in or near Los Angeles, California. The
decision or award entered may be entered in a court of competent jurisdiction
and shall be binding upon the parties. The Company shall pay all of the
Participant's reasonable fees and expenses incurred in the arbitration unless
the arbitration award or any judgment by a court finds that (i) the Company did
not breach any provision of this Participation Agreement in connection with the
claim, dispute or other matter in question that was the subject of the
arbitration, and (ii) the Participant acted in bad faith in bringing the
arbitration, or, if the arbitration was brought by the Company, the Participant
acted in bad faith in breaching the Participation Agreement.
11. NON-DISCLOSURE. The Participant agrees that he or she will not
disclose the contents of this Agreement with any other person, including,
without limitation, any other employee of the Company, without the prior written
consent of the Company. Notwithstanding the foregoing, the Participant shall be
permitted to disclose the contents of this Participation Agreement to the
Participant's financial and legal consultants and immediate family.
12. TERM OF AGREEMENT. This Agreement applies only to performance for the
performance cycle specified in Attachment 1.
IN WITNESS WHEREOF, the parties have executed this Agreement on
, 19 .
<TABLE>
<S> <C> <C>
AMERON INTERNATIONAL CORPORATION
By:
-----------------------------------------
COMMITTEE CHAIRMAN
COMPENSATION & STOCK OPTION COMMITTEE OF
THE BOARD OF DIRECTORS
PARTICIPANT
By:
-----------------------------------------
</TABLE>
2
<PAGE>
SAMPLE
ATTACHMENT 1
TO PARTICIPATION AGREEMENT
PERFORMANCE MEASURES AND PERFORMANCE OBJECTIVES
FOR FY ___ TO FY ___ PERFORMANCE CYCLE
<TABLE>
<CAPTION>
PERFORMANCE MEASURES PERFORMANCE OBJECTIVES
- --------------------------------------------------- ---------------------------------------------------
<S> <C>
Three-year Cumulative Earnings Per Share $
</TABLE>
SAMPLE
ATTACHMENT 2
TO PARTICIPATION AGREEMENT
LEVERAGE TABLE
FY ___ TO FY ___ PERFORMANCE CYCLE
<TABLE>
<CAPTION>
ACTUAL THREE-YEAR AWARD AS
CUMULATIVE EPS * A % OF TARGET
(FY - ) AWARD **
- --------------------------------------------- ---------------------------------------------
<S> <C>
120% and above 200%
110% 150%
100% 100%
90% 75%
80% 50%
75% 25%
Below 75% 0%
</TABLE>
- ------------------------
Note: Interpolate for performance between discrete points
* As a percent of Performance Objective of $___ Cumulative Earnings Per Share
for the Three-Year Performance Cycle.
** Target Award shall be ___% of Participant's Salary, however no Award shall
be deemed earned by, or payable to, Participant unless the Average After Tax
Return on Equity is equal to or greater than ___% during the Performance
Cycle.
3
<PAGE>
Please mark your 5084
/X/ votes as in this
example.
This proxy when properly executed, will be voted in the manner
directed herein by the undersigned stockholder.
If no direction is made, the proxy will be voted FOR items 1, 2 and 3.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
- --------------------------------------------------------------------------------
FOR WITHHELD WITHHELD only
ALL FOR ALL for nominees
NOMINEES NOMINEES listed below*
1. Election of / / / / / / Nominees: J. Michael Hagan
Directors. Terry L. Haines
Alan L. Ockene
* Vote withheld from the following nominee(s) only:(write the name of the
nominee(s) in the space below)
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratify the appointment of Arthur
Andersen LLP, independent public / / / / / /
accountants.
3. Proposal to Approve the Key Executive
Long-Term Cash Incentive Plan. / / / / / /
- --------------------------------------------------------------------------------
Yes, I plan to attend / /
the Annual Meeting
No, I do not plan to / /
attend the Annual
Meeting
SIGNATURE(S) DATE
------------------------------------------------------ ----------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If signer is a corporation,
please sign the full corporate name by duly authorized officer.
<PAGE>
AMERON INTERNATIONAL CORPORATION
245 SOUTH LOS ROBLES AVENUE, PASADENA, CALIFORNIA 91101
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby appoints James S. Marien, Javier Solis and Gary
Wagner, and each of them, with full power of substitution in each, proxies
R to vote all the shares of Ameron International Corporation ("Ameron")
Common Stock which the undersigned may be entitled to vote at the Annual
O Meeting of Stockholders to be held March 25, 1998, and at any adjournment
thereof, upon the following matters as specified and in their discretion
X upon such other business as may properly come before the meeting or any
adjournment thereof.
Y
SEE REVERSE
SIDE
